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HomeMy WebLinkAboutContract 49945 r CITY SECRETARY 111 RECEIVED CONTRACTNO._ -1 2011 ic OF,FORT wORTH FOOD TRUCK LICENSE AGREEMENT CITY SECRETARY ti License agreement("License") is made and entered into this 6/ ay of Xkv 2017 ("Effective Date"), by and between,Get 'Licensee ), and the City of Fort Worth, a Texas municipal corporation, acting iy and through its duly authorized Assistant City Manager, Jesus J. Chapa ("Licensor"). The term "Licensee" shall include the agents, representatives, employees, and contractors of Licensee. The term "Licensor" shall include the agents,representatives, and employees of Licensor. SECTION 1. Licensed Premises. For and in consideration of the license payments to be paid under this License, Licensor licenses to Licensee and Licensee licenses from Licensor space on City property as authorized by City staff. SECTION 2. Use of premises. The Licensed Premises shall be used by Licensee to provide food and beverage services to employees and visitors to the city facilities through the use of a Mobile Vending Unit. All food must be made-to-order and freshly prepared on the Licensed Premises. Licensee shall work with the Licensor's designated responsible party ("Coordinator") to coordinate the use of the Licensed Premises shown in Exhibit "A" and for only those days and times included in Exhibit A as may be assigned to Licensee by the Coordinator. Coordinator will ensure that only one Mobile Vending Unit is present at any given time on the Licensed Premises shown in Exhibit A, and Licensor makes no guarantee of Licensee receiving a certain amount of business or specific days or times. Licensee will rotate the use of the Licensed Premises shown in Exhibit A between all vendors who have entered into a Food Truck License Agreement with Licensor and desire to use the Licensed Premises shown in Exhibit "A." Preferential treatment may be given to vendors that are Blue Zone approved. Licensor reserves the right to tell Licensee to cease operations at any time and leave the Licensed Premises. In addition to the right to use the Licensed Premises shown in Exhibit A as directed by the Coordinator, Licensor will maintain a list of all vendors who have entered into a Food Truck License Agreement with Licensor. Licensor's staff may contact any vendor on this list and coordinate the use of Mobile Vending Units at any other Licensed Premises not included in Exhibit A. SECTION 3. Term. (a) The initial Term of this License shall be from the effective date and ending on May 31, 2018, unless a prior termination is effected by either Licensor or Licensee under the termination provisions of this License. (b) This License may be renewed for four (4) additional one (1) year Terms upon mutual agreement between the parties. 6 (c) Licensee acknowledges that this License provides no guarantee of future license or a certain amount of business. (d) Licensee agrees that Licensor, in its sole discretion, shall have the right to tow any of Licensee's property ("Property"), including its Mobile Vending Unit or other related equipment, left on the Licensed Premises beyond any term of this License or remaining on the Licensed Premises beyond the time restrictions outlined in Exhibit A of this OFFICIAL RECORD License Agreement between CFW and["!-4Y JaaMel 'T ` CITY KfNEWY FT.WORTH,TX License or in violation of an direction from City staff to leave the Licensed Premises. Such cost of towing shall be borne by Licensee and not recoverable against Licensor. SECTION 4. License Fee. Licensee shall pay Licensor an annual license fee in the amount of $120.00 per Term. All license payments shall be payable to Licensor at the location of notice set forth in Section 16 of this License. The license fee payment shall be made to the Licensor on the first day of the Term. SECTION 5. Utilities. Licensee agrees that it will be responsible for providing all utilities to service its Property on the Licensed Premises and shall not use any utilities belonging to Licensor during the terms of this License. SECTION 6. Maintenance. (a) Licensor will maintain the Licensed Premises in its existing condition. Licensee shall allow Licensor to use the Licensed Premises to provide maintenance as needed without any requirement that Licensor provide notice to Licensee. (b) Licensee shall not damage the Licensed Premises in any way. If any damage occurs to the Licensed Premises, Licensor may make the repairs and bill Licensee for such costs of repairs. If Licensee fails to pay the billed amount, Licensor may take action against Licensee to collect the amount due. (c) Licensee shall not leave its Property on the Licensed Premises longer than authorized under Section 2 Exhibit A of this License or as allowed by City staff in writing. Licensee is responsible for the security of the Licensed Premises and any of Licensee's Property during the License. Licensor, in any event, shall have no liability hereunder for any theft, burglary, or other breach of securing Licensee's property under this License. (d) Licensee shall keep the Licensed Premises in good, clean, attractive, and sanitary condition in compliance with all applicable health ordinances and regulatory provisions. SECTION 7. Insurance. Licensee agrees to insure the Licensed Premises. Such insurance shall provide protection for liability, fire and casualty, and property damage for the property owned by the Licensor, situated at, and including, the Licensed Premises. The Licensee shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 1. Commercial General Liability a. Combined limit of not less than $1,000,000 per occurrence or $2,000,000 aggregate. b. Defense costs shall be outside the limits of liability. 2. Automobile Liability Insurance covering any vehicle used in providing services under this License, including owned, non-owned, or hired vehicles, with a combined limit of not less than$1,000,000 per occurrence. 3. If workers' compensation is applicable to Licensee's business, Statutory Workers' License Agreement between CFW and[entity name](L) Page 2 of 8 Compensation and Employers' Liability Insurance requirements per the amount required by statute. General Insurance Requirements: 1. All applicable policies shall name the Licensor as an additional insured thereon, as its interests may appear. The term Licensor shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 2. All applicable policies shall include a Waiver of Subrogation(Right of Recovery) in favor of the City of Fort Worth. 3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the Licensor. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Licensor's Risk Management Office. If the rating is below that required, written approval of Licensor's Risk Manager is required. 5. Any failure on the part of the Licensor to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the Licensee has obtained all required insurance shall be delivered to and approved by the Licensor's Risk Management Division prior to execution of this Agreement. Licensor assumes no liability or financial obligation for the acquisition or maintenance of such insurance; all costs incurred during the course of insuring the Licensed Premises shall be borne solely by the Licensee. Licensor is basically a self-funded entity and as such, generally, it does not maintain a commercial liability insurance policy to cover premises liability. Damages for which Licensor would ultimately be found liable would be paid directly and primarily by Licensor and not by a commercial insurance company. SECTION 8. Liability and Hold Harmless. LICENSEE COVENANTS AND AGREES TO RELEASE, INDEMNIFY, HOLD HARMLESS AND DEFEND LICENSOR, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE, PERSONAL INJURY, OR ANY OTHER TYPE OF LOSS OR ADVERSE CONSEQUENCE RELATED IN ANY WAY TO THE EXISTENCE OF THIS LICENSE OR THE USE OR OCCUPANCY OF THE LICENSED PREMISES, REGARDLESS OF WHETHER THE ACT OR OMISSION COMPLAINED OF RESULTS FROM THE ALLEGED NEGLIGENCE OR ANY OTHER ACT OR OMISSION OF LICENSOR, LICENSEE, OR ANY THIRD PARTY. License Agreement between CFW and (L) Page 3 of 8 SECTION 9. Fixtures and Improvements. (a) Licensee herein agrees that it will not install any of its Property on the Licensed Premises. Licensor shall reserve the right to remove any and all such Property installed in violation of this section at any time during the Initial Term or any Renewal Terms of this License, or subsequent to its termination by either party. (b) Licensee may not paint, erect or display a sign, placard or lettering on the Licensed Premises, except that Licensee may maintain its logo on the outside of its Property while using the Licensed Premises. SECTION 10. Default,Termination, Funding and Non-Appropriation. (a) Licensor Default. A default by Licensor shall exist if Licensor breaches the terms contained in this License. Upon a default by Licensor, Licensee, as its sole remedy, may terminate this License. Upon termination of the License, Licensee will not be entitled to any refund of the License Fee. (b) Licensee Default. If Licensee defaults in the performance or observance of any covenant or agreement of this License, which default is not cured within seven (7) days after the giving of notice thereof by Licensor, then Licensor may, at Licensor's option, either (i) terminate this License or (ii) cure the Licensee's default. The cost of the cure of Licensee's default pursuant to this Section 10(b) shall be payable by Licensee to Licensor within seven (7) days after written demand therefor by Licensor. Such costs must be actually and reasonably incurred and must not exceed the scope of the Licensee's default. Such costs must be reasonably documented and copies of such documentation shall be delivered to Licensee with the written demand for reimbursement. Nothing contained in this Section 10(b) shall create or imply the existence of any obligation by Licensor to cure any Licensee default. (c) Termination. Licensor shall have the right to terminate this License at any time for any reason by giving Licensee twenty-four (24) hours verbal notice. After such verbal notice is given, Licensor will also provide written notice in accordance with this License. If this License is terminated under this Section, or as a result of the expiration of the Term, neither party shall have any further obligation or liability to the other under this License. Licensor and Licensee shall be bound by the terms, covenants and conditions expressed herein until Licensee surrenders the Licensed Premises, regardless of whether the date of surrender coincides with the date of termination of the License. (c) Funding and Non-Appropriation. Licensor shall not be responsible to provide any funding under this License. This License shall terminate in the event Licensor's governing body fails to appropriate sufficient funds allowing Licensor to satisfy obligations related to this License. Termination shall be effective as of the last day of the fiscal period for which sufficient funds were appropriated or upon expenditure of all appropriated funds, whichever comes first. Termination pursuant to this non- appropriation clause shall be without further penalty or expense to either party. License Agreement between CFW and[entity name](L) Page 4 of 8 SECTION 11. Damage or Destruction. (a) Notice. If the Licensed Premises should be damaged or destroyed by fire, tornado, or other casualty, Licensor shall promptly give written notice thereof to Licensee. Licensor, in its sole discretion, will assess the damage and decide whether to allow Licensee to continue use of the Licensed Premises under this License. (b) No Refund of License Fee. License fee to be paid by Licensee under this License shall not be refunded in the event the Licensed Premises are damaged or destroyed and Licensor determines not to allow Licensee to use the Licensed Premises. SECTION 12. Right of Inspection. Licensor reserves the right to enter upon the Licensed Premises at all reasonable times for the purpose of inspecting the Licensed Premises, provided that such entry does not conflict with Licensee's rights hereunder. SECTION 13. Surrender of Licensed Premises. Upon the termination of this License for any reason whatsoever, Licensee shall surrender possession of the Licensed Premises in the same condition as the Licensed Premises were in upon delivery of possession under the License. Licensee shall remove all its Property on or before the termination of the License; and Licensee shall be responsible for repairing any damage to the Licensed Premises caused by the removal such items. SECTION 14. Acceptance of Licensed Premises. Licensee acknowledges that Licensee has fully inspected the Licensed Premises, and on the basis of such inspection Licensee hereby accepts the Licensed Premises as suitable for the purposes for which the same are license. SECTION 15. Prohibition of Assignment or Sublicense. Licensee shall not assign or sublet this License. Any attempted assigning or sublicense shall be null and void and not binding on Licensor. SECTION 16. Notices. Notices required to be made under this License shall be sent to the following persons at the following addresses, provided, however, that each party reserves the right to change its designated person for notice, upon written notice to the other party of such change: All notices to Licensee shall be sent to: Ex txtyn L U y 6k�� L�C Attn. S�� Address 31 Z I S. L �( . City, State Zip Fri✓-F License payment to be made at: City of Fort Worth Attn: David Pierce 311 W. 10th Street Fort Worth, TX 76102 License Agreement between CFW and Qfity name](L} Page 5 of 8 All notices to Licensor shall be sent to: City of Fort Worth Attn: Lester England Property Management, Lease Section 200 Texas Street Fort Worth Texas 76102 City of Fort Worth City Attorney's Office Attn: Jessica Sangsvang 200 Texas Street Fort Worth, Texas 76102 All time periods related to any notice requirements specified in the License shall commence upon the terms specified in the section requiring the notice. The notice shall be deemed effective when deposited in United States mail postage prepaid, certified mail, return receipt requested, addressed to the other party as set forth above. SECTION 17. Compliance to Laws. Licensee, at its expense, shall comply with all applicable environmental, air quality, zoning, planning, building, health, labor, discrimination, fire, safety and other governmental or regulatory laws, ordinances, codes and other requirements applicable to the License Premises, including, without limitation, the Americans with Disabilities Act of 1990 (collectively, the 'Building Laws"). Prior to Licensee's occupancy of the Licensed Premises, Licensee shall obtain certificates as may be required or customary evidencing compliance with applicable codes. Licensee shall also obtain all permits or approvals necessary for use of the License Premises for the intended purposes. Licensee shall cause the Licensed Premises to be continuously in compliance with all codes or laws applicable to Licensee's use. Nothing contained within this License shall be construed as Licensor's approval of Licensee operating in violation of any Building Laws. SECTION 18. Entire Agreement. This License shall constitute the entire agreement of the Licensor and Licensee, and shall supersede any prior agreements, either oral or written, pertaining to the Licensed Premises. SECTION 19. Waivers. One or more waivers of any covenant, term, or condition of the License by either Licensor or Licensee shall not be construed as a waiver of a subsequent breach of the same covenant, term, or condition. The consent or approval by either Licensor or Licensee to or of any act by the other party requiring such consent or approval shall not be deemed a waiver or render unnecessary consent to or approval of any subsequent similar act. SECTION 20. Choice of Law and Venue. This License and the relationship created hereby shall be governed by the laws of the State of Texas. Venue for any action brought to interpret or enforce the terms of the License or for any breach shall be in Tarrant County, Texas. License Agreement between CFW and€entity name](L) Page 6 of 8 SECTION 21. Invalidity of Particular Provisions. If any provision of this License is or becomes illegal or unenforceable because of present or future laws or any rule or regulation of any governmental entity, the remaining parts of this License will not be affected. SECTION 22. Governmental Powers. It is understood that by execution of this License, Licensor does not waive or surrender any of it governmental powers. SECTION 23. Right to Audit. Licensee agrees that the Licensor shall, until the expiration of three (3) years after fmal payment under this License, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Licensee involving transactions relating to this Agreement at no additional cost to the Licensor. Licensee agrees that the Licensor shall have access during normal working hours to all necessary Licensee facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Licensor shall give Licensee not less than ten (10) days written notice of any intended audits. IN WITNESS WHEREOF, the parties have executed this License to be effective as of the Effective Date above. Licensee: rntelrj Licensor: CITY OF FORT WORTH k"aK W,e!&e tc�eoa LSC :By: — — By 7�- Jesus J. Chapa NameAssistant City Manager Title: APPRO D AS TO FORM AND LEGA r:t Jessica gsv Assist City Aorney II Form 1295: n/a ATTEST: —of: F Mary Kayser,City Se,. S x�S' OFFICIAL RECORD CITY SECRETARY License Agreement between CFW and jentky name](L) FT.WORTH,TX Page 7 of 8 CONTRACT COMPLIANCE MANAGER: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and reporting requirements. Name: Title: OFFICIAL RECORD CITY SECRETARY License Agreement between CFW and[eiztity Mame](L) FT.WORTH,TX Page 8 of 8 EXHIBIT A Regularly Scheduled use location. City Hall Horseshoe-Days for regular use is Wednesday - Friday. Only one vendor allowed. Allowed time is 11 :00am to 2:00pm. ror t k R A 0. 77 or a 111"MIN I Mimi, + M B tr' ` r s Y 'a .., g lie OVA � , N.- ' f� 4�RT +ORTW_* H Rte'a':"• -„? .",, + d; Copyright 2017 City of f ort :w;rth. Unau.'a,rizW reproduction isa wolaUcut^ d A . 1 + I applicable laws.This product is for informational purposes and may not have bean A prepared for or be suitable for legal,engineering.or surveying purposes. It does not @t represent an on-the-ground survey and represents only the approximate relative 0 .50 100 200 u; location of property boundaries.The City of Fort Worth assumes no responsibility for "`"��•,;..'. the accur a of said data. .